Sale conditions

GENERAL SALES AND SUPPLY CONDITIONS

1.- DEFINITIONS

1.1.- By “The Company”, reference is made to the company BRUGAROLAS, S.A.

1.2.- “The Buyer” or “The Client” will hereby be understood to be the physical or legal person that makes a contract with the Company for the acquisition of goods or services.

1.3.- “Product” and “service” will hereby be understood as the object of the commercial relationship brought about between the Company and the Client.

1.4.- “Order “ill be understood as the offer of a product or service carried out by the Company that has been accepted by the Client in a written or verbal manner.

1.5.- “Price rates” will be understood to be the list of prices for the product as developed by the Company.

2.- SALES AND SUPPLY CONDITIONS

2.1.- Orders formalised between the Company and the Client will be regulated by what has been set forth in the present conditions for sale and supply, with only some exceptions that have to be agreed upon in an express manner.

2.2.- There will be no order until the Client accepts the offer brought about by the Company, in an express and official manner. The following information will always be contained in the offer: Reference to the offer – product number – type of container – price – time table for delivery – minimum order – payments – offer validity.

2.3.- The acceptance of the offer on the part of the Client will render him/her subject to each and every one of the conditions of the offer.

2.4.- Any variation in the offer issued by the Company shall be expressly accepted by the same, in writing.

2.5.- The prices included in the Price Rates of the Company include handling for the payments made within the peninsular territory, but in no instance include VAT.

2.6.- The Company reserves the right to freely modify the Price Rates when the conditions of the market so advise.

2.7.- The minimum order will be 121 euros. In the case of orders under that amount, the COmpany will include the price of the administration costs for the minimum order, which add up to _______.

2.8.- The small packing products come in various box units, as indicated case by case. The minimum sale unit for these products is the complete box, without supplying loose units.

2.9.- The time-span for delivery of the Order will be agreed upon in the following manner: – Delivery A, or immediate: within ten days following the acceptance of the offer. – Delivery B: ten days from the acceptance of the offer. – Delivery C: over fifteen days starting from the acceptance of the offer.

2.10.- Starting from the moment of delivery of the Product at the installations of the Client, this party will become the sole party responsible for the same.

2.11.- The client shall respect the storage, use and handling conditions of the Product as they are contained in the label of the same.

3.- DEVOLUTIONS

3.1.- The Company will only allow devolutions that adjust themselves to the conditions stipulated in this document.

3.2.- All devolutions shall be communicated previously, in writing, to the Company, indicating the incident and the cause of the same.

3.3.- The Company reserves the right, in all situations, to accept the devolution or not, once it has examined the Product returned and verified the veracity and scope of the cause of devolution. In cases in which the company authorises devolution, it shall issue a payment for the sum of the Order.

3.4.- The devolutions derived from breakages or serious imperfections in the packaging of the Product, caused during its transport, shall be recorded in the return slip for the delivery by the transporting party, or in its place, through written communication addressed to the company within the time-frame of 15 days following the reception of the Order. After 15 days following the delivery of the Order, no more devolutions will be admitted.

3.5.- As a general rule, no devolutions will be allowed for expired products, obsolete products or products in poor state due to inadequate storage. Notwithstanding that, if deemed an exception, a case can be made for devolution if the case calls for it, and the Company shall have the right to discount a sum corresponding to the cost derived from handling, as a residual amount of the Product returned.

3.6.- The devolutions of the Product derived from poor quality of the same shall be communicated to the company within a maximum time-frame of 30 days starting from the delivery of the product.

4.- PRICES

4.1.- The price of the Products will be what is recorded in each case within the offer of the Company as accepted by the Client

4.2.- If the offer of the Company refers to the price-rate, the existing price will be applied at that moment, for the Product in question, with the Price Rates of the Company.

4.3.- In case of any variation in the Price Rates, to apply it to the Order, it will have to be formalised beginning with its modification, except in cases foreseen in the following section.

4.4.- If, once the offer has been accepted by the Client, an extraordinary increase has come about in the costs of the raw materials, or for the taxes that are imposed on the Products, the Company shall have the right to modify the price in order to make it adequate given the new situation, duly informing in an immediate manner regarding the same, in writing, to the Client, who, in turn, will have a time-frame of three days to confirm in writing if he or she accepts the new price, or he or she can reject the offer with its new price.

5.- PAYMENT

5.1.- Except when agreed to the contrary, the payment of the price of the Order, with its corresponding VAT fee, will be carried out by the Client in the time frame of 90 days beginning with the date of the invoice, through means of bank transfer.

5.2.- Delay in the payment on the part of the Client will give the Company authority to make a claim for that payment through a penalty in accordance with Law 3/2004 of 29 December, which establishes the means for fighting delinquency in commercial operations.

6.- RESPONSIBILITIES

6.1.- Responsibility for damaged product. The Company will not assume any type of responsibility for the damages, breakages or imperfections that may come about or be caused to the packages of the Products once they have been delivered to the client. Likewise, it will not assume any responsibility in the case that these damages are caused to the Products during the handling process or the unloading of it from the vehicle, whenever said process is carried out directly by the Client himself or herself. In the case that the damages, breakages or imperfections are caused during the transport process, the Company will accept devolution of the products whenever the Client fulfills the conditions of the devolution as foreseen in the previous section 3 of these General Conditions.

6.2.- Responsibility for packaging. – Except when agreed to the contrary, the packaging in which the Product is supplied will be property of the Client from the moment they are deliver to him or her. Consequently, starting from the moment of delivery, the Client is the sole person responsible for the packaging, and for its proper treatment as industrial residue, duly complying at all times with what is stipulated in the regulations relating to security, the environment and the handling of residue.

6.3.- Responsibility derived from improper storage or handling of the product. – The company will never be the responsible party for damages incurred by the Products as a consequence of improper handling or storage of the same. Improper handling or storage of the Products is understood to be all handling or storage of the same that does not adjust itself to what is stipulated in the technical specifications of the product or on its label.

6.4.- Responsibility for defective or poor-quality product. In the case that the Product is in poor or defective state with regards to its quality, the Company will accept devolution of the defective Product whenever the devolution is communicated beforehand to the Company, within the time-frame stipulated in the previous section 3.

6.5.- Responsibility for damages to third parties. The Company will not be responsible under any circumstances for damages that may be caused to third parties as a consequence of the use of the Products, when said damages are a consequence of improper or inadequate usage of the same. Improper and inadequate use of the Product is understood to be all utilisation of the same for purposes other than what has been addressed, or all usage in conditions that are not in keeping with the technical specifications of the product. The Company will not be responsible for the damages caused to third parties through the use of the Product; not even in cases in which the Product is found to be in poor state or contaminated due to causes attributable to the Company.

7.- SPECIAL FEES

7.1.- The Products sold by the Company are not manufactured to be used as fuel or combustible.

7.2.- For purposes of not levying the Client with the corresponding Special Fee, the Company will in all cases communicate to the Client regarding those products that, if be the case, may be used as fuel or combustible, which would make them subject to the 2nd special fee rate. In these cases, the Products will be levied with the corresponding Special Fee except if the Client certifies to the Company in writing that he or she acts as the end consumer and that the Product will not be used as fuel or combustible.

8.- INDUSTRIAL PROPERTY

The commercial brands and names of the Products are legally registered and are property of the Company, making them protected by Industrial Property regulations.

9.- DATA PROTECTION

9.1.- The personal data of the Client may be used by the Company in the following manner: -It could be used in automated files as property of the Company, used to carry out the follow-up processes for the Orders and invoicing of the same, as well as in commercial mail between the company and the client. -They may be given to the Public and Tax Administration in those cases in which the law orders it so.

9.2.- The Client has the right to exercise his or her right of access, rectification, deletion and opposition, through the Department of Data Protection of BRUGAROLAS, S.A., at Camino de la Riera, 36-33, Polígono Industrial Cova Solera, 08191 Rubí, Spain.

10.- JURISDICTION

In case of discrepancies regarding the interpretation, application or fulfilment of these General Conditions, the Company and the Client, through express renouncement of their own jurisdiction (if applicable), will submit to the Jurisdiction of the Courts and Authorities of the city of Barcelona.